Recognizing that health and safety and environmental compliance, are of great importance to Century Aluminum Company (the "Company"), the Health, Safety and Sustainability Committee of the Board of Directors of the Company (the "Committee") shall assist the Board of Directors of the Company (the "Board") with regard to oversight of the Company's policies and management systems with respect to health, safety and sustainability matters.
The Committee shall consist of at least three Directors, none of whom shall be an employee of the Company or its subsidiaries or related companies. A majority of Members of the Committee must be determined by the Board of Directors to be independent in respect of the Company as contemplated by the laws, regulations and listing requirements to which the Company is subject.
Members of the Committee shall be appointed by the Board and shall serve for such term as the Board may determine and at the pleasure of the Board.
The Committee shall designate a Member of the Committee to act as its Chairman. A Member of the Committee or an employee or an Officer of the Company may act as secretary to the Committee
The Committee shall meet at least twice each year.
The Committee may invite such members of Management and other Members of the Board to its meetings as it may deem desirable or appropriate, subject to the maintenance of confidentiality where required or appropriate.
The Committee may meet executive session, as it determines to be necessary or appropriate.
The following are the duties and responsibilities of the Committee:
- to review regularly the Company's health, safety and sustainability policies and related practices, assessments, performance, compliance and reporting (and to make recommendations to the Board with regard thereto, as the Committee may deem appropriate);
- to carry out such other duties or responsibilities as the Committee, with the concurrence of the Board, may deem appropriate, or as may be delegated to the Committee by the Board;
- to report to the Board after each of the Committee's meetings;
- to review the Committee Charter no less than biennially, and to recommend any changes therein to the Board; and
- to engage the services of such advisors and consultants as the Committee may from time to time deem necessary in order to discharge its duties.
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a Member or to a sub-committee of the Committee.
Corporate Governance
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